10-Q
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2009
Commission File Number
001-16407
ZIMMER HOLDINGS, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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13-4151777
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(State or other jurisdiction
of
incorporation or organization)
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(IRS Employer
Identification No.)
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345 East Main Street, Warsaw, IN 46580
(Address of principal
executive offices)
Telephone:
(574) 267-6131
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of April 24, 2009, 215,097,394 shares of the
registrants $.01 par value common stock were
outstanding.
ZIMMER
HOLDINGS, INC.
INDEX TO
FORM 10-Q
March 31,
2009
2
Part I
Financial Information
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Item 1.
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Financial
Statements
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ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
(In
millions, except per share amounts, unaudited)
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Three Months Ended
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March 31,
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2009
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2008
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Net Sales
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$
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992.6
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$
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1,059.2
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Cost of products sold
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230.3
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254.7
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Gross Profit
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762.3
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804.5
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Research and development
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51.8
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47.8
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Selling, general and administrative
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423.7
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417.8
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Acquisition, integration and other expense
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7.0
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7.3
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Operating expenses
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482.5
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472.9
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Operating Profit
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279.8
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331.6
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Interest and other income (expense), net
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(3.7
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)
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1.0
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Earnings before income taxes
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276.1
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332.6
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Provision for income taxes
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73.9
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93.1
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Net earnings
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202.2
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239.5
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Less: Net earnings attributable to noncontrolling interest
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(0.2
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)
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Net Earnings of Zimmer Holdings, Inc.
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$
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202.2
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$
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239.3
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Earnings Per Common Share
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Basic
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$
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0.91
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$
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1.03
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Diluted
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$
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0.91
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$
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1.02
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Weighted Average Common Shares Outstanding
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Basic
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221.5
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232.5
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Diluted
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222.1
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233.9
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The accompanying notes are an integral part of these
consolidated financial statements.
3
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
(In
millions, except share amounts, unaudited)
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March 31,
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December 31,
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2009
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2008
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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212.8
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$
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212.6
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Restricted cash
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2.7
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2.7
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Accounts receivable, less allowance for doubtful accounts
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725.6
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732.8
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Inventories, net
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947.0
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928.3
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Prepaid expenses and other current assets
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103.4
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103.9
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Deferred income taxes
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204.2
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198.3
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Total current assets
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2,195.7
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2,178.6
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Property, plant and equipment, net
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1,257.2
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1,264.1
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Goodwill
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2,754.1
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2,774.8
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Intangible assets, net
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857.8
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872.1
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Other assets
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167.1
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149.4
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Total Assets
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$
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7,231.9
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$
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7,239.0
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current Liabilities:
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Accounts payable
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$
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156.3
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$
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186.4
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Income taxes payable
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69.0
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6.6
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Other current liabilities
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478.3
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578.1
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Total current liabilities
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703.6
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771.1
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Other long-term liabilities
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312.5
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353.9
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Long-term debt
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660.4
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460.1
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Total Liabilities
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1,676.5
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1,585.1
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Commitments and Contingencies (Note 12)
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Stockholders Equity:
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Zimmer Holdings, Inc. Stockholders Equity:
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Common stock, $0.01 par value, one billion shares
authorized, 253.8 million shares issued in 2009
(253.7 million in 2008)
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2.5
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2.5
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Paid-in capital
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3,154.1
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3,138.5
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Retained earnings
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4,587.7
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4,385.5
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Accumulated other comprehensive income
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228.7
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240.0
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Treasury stock, 38.7 million shares in 2009
(30.1 million in 2008)
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(2,417.6
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)
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(2,116.2
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)
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Total Zimmer Holdings, Inc. stockholders equity
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5,555.4
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5,650.3
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Noncontrolling interest
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3.6
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Total Stockholders Equity
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5,555.4
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5,653.9
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Total Liabilities and Stockholders Equity
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$
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7,231.9
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$
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7,239.0
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The accompanying notes are an integral part of these
consolidated financial statements.
4
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
(In
millions, unaudited)
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Zimmer Holdings, Inc. Stockholders
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Accumulated
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Other
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Total
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Common Shares
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Paid-in
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Retained
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Comprehensive
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Treasury Shares
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Noncontrolling
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Stockholders
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Number
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Amount
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Capital
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Earnings
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Income
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Number
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Amount
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Interest
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Equity
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Balance January 1, 2009
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253.7
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$
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2.5
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$
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3,138.5
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$
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4,385.5
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$
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240.0
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(30.1
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)
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$
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(2,116.2
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)
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$
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3.6
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$
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5,653.9
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Net earnings
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202.2
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202.2
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Other comprehensive loss
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(11.3
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)
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(11.3
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)
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Purchase of noncontrolling interest
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(4.2
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)
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(3.6
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)
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(7.8
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)
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Stock compensation plans, including tax benefits
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0.1
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19.8
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19.8
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Share repurchases
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(8.6
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)
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(301.4
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)
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(301.4
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)
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Balance March 31, 2009
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253.8
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$
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2.5
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$
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3,154.1
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$
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4,587.7
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$
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228.7
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(38.7
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)
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$
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(2,417.6
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)
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$
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$
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5,555.4
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The accompanying notes are an integral part of these
consolidated financial statements.
5
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
(In
millions, unaudited)
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|
|
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For the Three Months
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Ended March 31,
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2009
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2008
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Cash flows provided by (used in) operating activities:
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Net earnings of Zimmer Holdings, Inc.
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$
|
202.2
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$
|
239.3
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Adjustments to reconcile net earnings to cash provided by
operating activities:
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Depreciation and amortization
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79.6
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61.8
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Share-based compensation
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17.1
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14.9
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Inventory
step-up
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4.2
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0.3
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Income tax benefit from stock option exercises
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0.1
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2.6
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Excess income tax benefit from stock option exercises
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(1.6
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)
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Changes in operating assets and liabilities:
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Income taxes
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44.9
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5.4
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Receivables
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(6.3
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)
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(53.1
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)
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Inventories
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(32.2
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)
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(14.3
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)
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Accounts payable and accrued expenses
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(111.5
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)
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12.7
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Other assets and liabilities
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(13.5
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)
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(25.3
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)
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Net cash provided by operating activities
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184.6
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242.7
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Cash flows used in investing activities:
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Additions to instruments
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(45.3
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)
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(57.5
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)
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Additions to other property, plant and equipment
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(30.9
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)
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(53.4
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)
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Acquisition of intellectual property rights
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(7.6
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)
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Investments in other assets
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(0.6
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)
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Net cash used in investing activities
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(84.4
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)
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(110.9
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)
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Cash flows provided by (used in) financing activities:
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Net borrowing under credit facilities
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210.0
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Proceeds from employee stock compensation plans
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3.3
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16.8
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Excess income tax benefit from stock option exercises
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1.6
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Repurchase of common stock
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(301.4
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)
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(144.3
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)
|
Acquisition of noncontrolling interest
|
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(7.8
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)
|
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|
|
|
|
|
|
|
|
|
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Net cash used in financing activities
|
|
|
(95.9
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)
|
|
|
(125.9
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)
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|
|
|
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Effect of exchange rates on cash and cash equivalents
|
|
|
(4.1
|
)
|
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6.2
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|
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Increase in cash and cash equivalents
|
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0.2
|
|
|
|
12.1
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|
Cash and cash equivalents, beginning of year
|
|
|
212.6
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|
|
463.9
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|
|
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|
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Cash and cash equivalents, end of period
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|
$
|
212.8
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|
$
|
476.0
|
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|
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|
|
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|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
6
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
|
|
1.
|
Significant
Accounting Policies
|
Basis of Presentation The financial data
presented herein is unaudited and should be read in conjunction
with the consolidated financial statements and accompanying
notes included in the 2008 Annual Report on
Form 10-K
filed by Zimmer Holdings, Inc. In the opinion of management, the
accompanying unaudited consolidated financial statements include
all adjustments necessary for a fair statement of the financial
position, results of operations and cash flows for the interim
periods presented. The December 31, 2008 condensed balance
sheet data was derived from audited financial statements (other
than as it relates to the adjustments for the adoption of
SFAS No. 160 as described below), but does not include
all disclosures required by accounting principles generally
accepted in the United States of America. Results for interim
periods should not be considered indicative of results for the
full year. Certain amounts in the three month period ended
March 31, 2008 have been reclassified to conform to the
current year presentation.
The words we, us, our and
similar words refer to Zimmer Holdings, Inc. and its
subsidiaries. Zimmer Holdings refers to the parent company only.
Noncontrolling Interests On January 1,
2009, we adopted Statement of Financial Accounting Standards
(SFAS) No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB 51
(SFAS No. 160). SFAS No. 160 changes the
accounting and reporting for minority interests, which are now
recharacterized as noncontrolling interests and classified as a
component of equity. SFAS No. 160 requires retroactive
adoption of the presentation and disclosure requirements for
existing noncontrolling interests. The adoption of
SFAS No. 160 did not have a material impact on our
consolidated financial statements or results of operations.
During the three month period ended March 31, 2009, we
acquired 100 percent ownership of our only outstanding
noncontrolling interest for approximately $7.8 million.
Under SFAS No. 160, this purchase is recorded as an
equity transaction and is reflected as a financing activity in
our consolidated statement of cash flows. As a result, the
carrying balance of the noncontrolling interests of
$3.6 million was eliminated and the remaining
$4.2 million, representing the difference between the
purchase price and carrying balance, was recorded as a reduction
in paid-in capital. Transactions with noncontrolling interests
had the following effect on equity attributable to Zimmer
Holdings, Inc.:
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
|
Net earnings of Zimmer Holdings, Inc.
|
|
$
|
202.2
|
|
|
$
|
239.3
|
|
Transfers to noncontrolling interests:
|
|
|
|
|
|
|
|
|
Decrease in equity related to the purchase of noncontrolling
interests
|
|
|
(4.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change from net earnings of Zimmer Holdings, Inc. and transfers
to noncontrolling interests
|
|
$
|
198.0
|
|
|
$
|
239.3
|
|
|
|
|
|
|
|
|
|
|
7
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The reconciliation of net earnings to comprehensive income is as
follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
|
Net Earnings
|
|
$
|
202.2
|
|
|
$
|
239.5
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
Foreign currency cumulative translation adjustments
|
|
|
(41.6
|
)
|
|
|
124.3
|
|
Unrealized foreign currency hedge gains/(losses), net of tax
|
|
|
22.3
|
|
|
|
(46.9
|
)
|
Reclassification adjustments on foreign currency hedges, net of
tax
|
|
|
(6.1
|
)
|
|
|
17.5
|
|
Unrealized gains/(losses) on securities, net of tax
|
|
|
(0.5
|
)
|
|
|
27.7
|
|
Prior service cost and unrecognized gains/(losses) in actuarial
assumptions, net of tax
|
|
|
14.6
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
Total Other Comprehensive Income (Loss)
|
|
|
(11.3
|
)
|
|
|
122.1
|
|
Comprehensive (Loss) Attributable to Noncontrolling Interest
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive Income Attributable to Zimmer Holdings, Inc.
|
|
$
|
190.9
|
|
|
$
|
361.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
|
Finished goods
|
|
$
|
731.9
|
|
|
$
|
731.2
|
|
Work in progress
|
|
|
55.3
|
|
|
|
52.6
|
|
Raw materials
|
|
|
159.8
|
|
|
|
144.5
|
|
|
|
|
|
|
|
|
|
|
Inventories, net
|
|
$
|
947.0
|
|
|
$
|
928.3
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
Property,
Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
|
Land
|
|
$
|
21.4
|
|
|
$
|
21.7
|
|
Buildings and equipment
|
|
|
1,012.3
|
|
|
|
992.7
|
|
Capitalized software costs
|
|
|
144.5
|
|
|
|
136.7
|
|
Instruments
|
|
|
1,166.9
|
|
|
|
1,161.7
|
|
Construction in progress
|
|
|
139.5
|
|
|
|
149.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,484.6
|
|
|
|
2,461.8
|
|
Accumulated depreciation
|
|
|
(1,227.4
|
)
|
|
|
(1,197.7
|
)
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
1,257.2
|
|
|
$
|
1,264.1
|
|
|
|
|
|
|
|
|
|
|
8
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
Other
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
|
Other current liabilities:
|
|
|
|
|
|
|
|
|
Certain claims (Note 12)
|
|
$
|
56.1
|
|
|
$
|
62.8
|
|
Salaries, wages and benefits
|
|
|
64.1
|
|
|
|
91.5
|
|
Accrued liabilities
|
|
|
358.1
|
|
|
|
423.8
|
|
|
|
|
|
|
|
|
|
|
Total other current liabilities
|
|
$
|
478.3
|
|
|
$
|
578.1
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
Accrued retirement and postretirement benefit plans
|
|
$
|
91.1
|
|
|
$
|
129.9
|
|
Other long-term liabilities
|
|
|
221.4
|
|
|
|
224.0
|
|
|
|
|
|
|
|
|
|
|
Total other long-term liabilities
|
|
$
|
312.5
|
|
|
$
|
353.9
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
Fair
Value Measurement of Assets and Liabilities
|
On January 1, 2008, we adopted the provisions of
SFAS No. 157 Fair Value Measurements
(SFAS No. 157) as it relates to financial assets
and liabilities recorded at fair value on a recurring basis. On
January 1, 2009, we adopted the provisions of
SFAS No. 157 as it relates to nonfinancial assets and
liabilities, except for items that are recognized or disclosed
at fair value in the financial statements on a recurring basis,
that were previously delayed under Financial Accounting
Standards Board Staff Position (FSP)
No. 157-2.
For the three month period ended March 31, 2009, there were
no nonrecurring fair value measurements made subsequent to
initial recognition.
The following assets and liabilities are recorded at fair value
on a recurring basis as of March 31, 2009 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date
|
|
|
|
|
|
|
Using:
|
|
|
|
|
|
|
Quoted
|
|
|
|
|
|
|
|
|
|
|
|
|
Prices in
|
|
|
|
|
|
|
|
|
|
|
|
|
Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Recorded
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
Balance
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
|
|
|
$
|
|
|
Derivatives, current and long-term
|
|
|
61.7
|
|
|
|
|
|
|
|
61.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
62.4
|
|
|
$
|
0.7
|
|
|
$
|
61.7
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives, current and long-term
|
|
$
|
6.7
|
|
|
$
|
|
|
|
$
|
6.7
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6.7
|
|
|
$
|
|
|
|
$
|
6.7
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities are valued using a market
approach, based on quoted prices for the specific security from
transactions in active exchange markets. Derivatives relate to
foreign exchange forward contracts and foreign currency options
entered into with various third parties. We value these
instruments using a market approach based on foreign currency
exchange rates obtained from active markets and perform an
assessment of counterparty credit risk.
9
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
7.
|
Derivative
Instruments and Hedging Activities
|
On January 1, 2009, we adopted SFAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activities (an amendment of FASB statement No. 133)
(SFAS No. 161). The adoption of SFAS No. 161
did not have a material impact on our consolidated financial
statements or results of operations, but does require increased
disclosure of our derivative and hedging activities, including
how derivative and hedging activities affect our consolidated
financial statements. These disclosures are provided below.
We are exposed to certain market risks relating to our ongoing
business operations, including foreign currency risk, commodity
price risk, interest rate risk and credit risk. We manage our
exposure to these and other market risks through regular
operating and financing activities. Currently, the only risk
that we manage through the use of derivative instruments is
foreign currency risk.
We operate on a global basis and are exposed to the risk that
our financial condition, results of operations and cash flows
could be adversely affected by changes in foreign currency
exchange rates. To reduce the potential effects of foreign
exchange rate movements on net earnings, we enter into
derivative financial instruments in the form of foreign exchange
forward contracts and options with major financial institutions.
We are primarily exposed to foreign currency exchange rate risk
with respect to transactions and net assets denominated in
Euros, Swiss Francs, Japanese Yen, British Pounds, Canadian
Dollars, Australian Dollars, Korean Won and Swedish Krona. We do
not use derivative financial instruments for trading or
speculative purposes.
We account for derivative instruments in accordance with
SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities,
(SFAS No. 133) as amended by
SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities (an amendment of FASB
Statement No. 133), SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and
Hedging Activities and SFAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activities (an amendment of FASB statement No. 133).
SFAS No. 133 requires that all derivative instruments
be reported as assets or liabilities on the balance sheet and
measured at fair value.
Derivatives
Designated as Hedging Instruments
Our revenues are generated in various currencies throughout the
world. However, a significant amount of our inventory is
produced in U.S. Dollars. Therefore, movements in foreign
exchange rates may have different proportional effects on our
revenues compared to our cost of products sold. To minimize the
effects of foreign exchange rate movements on cash flows, we
hedge intercompany sales of inventory expected to occur within
the next 30 months with foreign exchange forward contracts
and options. We designate these derivative instruments as cash
flow hedges. We have not entered into any derivative instruments
designated as fair value or net investment in a foreign
operation hedges.
We perform quarterly assessments of hedge effectiveness by
verifying and documenting the critical terms of the hedge
instrument and that forecasted transactions have not changed
significantly. We also assess on a quarterly basis whether there
have been adverse developments regarding the risk of a
counterparty default. For derivatives which qualify as hedges of
future cash flows, the effective portion of changes in fair
value is temporarily recorded in other comprehensive income and
then recognized in cost of products sold when the hedged item
affects net earnings. The ineffective portion of a
derivatives change in fair value, if any, is reported in
cost of products sold immediately. The net amount recognized in
earnings during the three month periods ended March 31,
2009 and 2008 due to ineffectiveness and amounts excluded from
the assessment of hedge effectiveness was not significant.
For forward contracts and options outstanding at March 31,
2009, we have obligations to purchase U.S. Dollars and sell
Euros, Japanese Yen, British Pounds, Canadian Dollars,
Australian Dollars, Korean Won and Swedish Krona and purchase
Swiss Francs and sell U.S. Dollars at set maturity dates
ranging from April 2009 through September 2011. The notional
amounts of outstanding forward contracts and options entered
into with third parties
10
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
to purchase U.S. Dollars at March 31, 2009 were
$1,149 million. The notional amounts of outstanding forward
contracts entered into with third parties to purchase Swiss
Francs at March 31, 2009 were $231 million.
As of March 31, 2009 and December 31, 2008, all
derivative instruments designated as cash flow hedges are
recorded at fair value on the balance sheet. On our consolidated
balance sheet, we recognize individual forward contracts and
options with the same counterparty on a net asset/liability
basis if we have a master netting agreement with the
counterparty. The fair value of derivative instruments on a
gross basis as of March 31, 2009 and December 31, 2008
is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Balance
|
|
|
|
|
Balance
|
|
|
|
|
Sheet
|
|
Fair
|
|
|
Sheet
|
|
Fair
|
|
|
Location
|
|
Value
|
|
|
Location
|
|
Value
|
|
Asset Derivatives
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
|
Other current assets
|
|
$
|
54.0
|
|
|
Other current assets
|
|
$53.7
|
Foreign exchange options
|
|
Other current assets
|
|
|
3.8
|
|
|
Other current assets
|
|
4.6
|
Foreign exchange forward contracts
|
|
Other assets
|
|
|
24.8
|
|
|
Other assets
|
|
30.3
|
|
|
|
|
|
|
|
|
|
|
|
Total asset derivatives
|
|
|
|
$
|
82.6
|
|
|
|
|
$88.6
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
|
Other current liabilities
|
|
$
|
18.1
|
|
|
Other current liabilities
|
|
$34.4
|
Foreign exchange forward contracts
|
|
Other long-term liabilities
|
|
|
9.5
|
|
|
Other long-term liabilities
|
|
17.7
|
|
|
|
|
|
|
|
|
|
|
|
Total liability derivatives
|
|
|
|
$
|
27.6
|
|
|
|
|
$52.1
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of outstanding derivative instruments recorded on
the balance sheet at March 31, 2009, together with settled
derivatives where the hedged item has not yet affected earnings,
was a net unrealized gain of $57.4 million, or
$49.2 million net of taxes, which is deferred in other
comprehensive income, of which $35.5 million, or
$31.9 million net of taxes, is expected to be reclassified
to earnings over the next twelve months.
Derivative instruments had the following effects on other
comprehensive income on our consolidated balance sheet and our
consolidated statement of earnings on a gross basis for the
three month periods ending March 31, 2009 and 2008 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
Amount of
|
|
|
|
Gain/(Loss)
|
|
|
Gain/(Loss)
|
|
|
|
Recognized
|
|
|
Reclassified From OCI
|
|
|
|
in OCI
|
|
|
to Cost of Products Sold
|
|
Derivative Instrument
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Foreign exchange forward contracts
|
|
$
|
31.1
|
|
|
$
|
(60.4
|
)
|
|
$
|
4.3
|
|
|
$
|
(19.4
|
)
|
Foreign exchange options
|
|
|
0.2
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
31.3
|
|
|
$
|
(60.4
|
)
|
|
$
|
4.9
|
|
|
$
|
(19.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
Not Designated as Hedging Instruments
We enter into foreign currency forward exchange contracts with
terms of one month to manage currency exposures for monetary
assets and liabilities denominated in a currency other than an
entitys functional currency. As a result, any foreign
currency remeasurement gains/losses recognized in earnings under
SFAS No. 52, Foreign Currency Translation,
(SFAS No. 52) are generally offset with
gains/losses on the foreign currency forward exchange contracts
in the same reporting period. These offsetting gains/losses are
recorded in cost of products sold as the underlying assets and
liabilities exposed to remeasurement include inventory-related
transactions. These
11
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
contracts are settled on the last day of each reporting period.
Therefore, there is no outstanding balance related to these
contracts recorded on the balance sheet as of the end of the
reporting period. The notional amounts of these contracts are
typically in a range of $750 million to $900 million
per quarter.
These derivative instruments had the following impact on our
consolidated statement of earnings for the three month periods
ended March 31, 2009 and 2008 (in millions):
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
Gain/(Loss)
|
|
|
|
Recognized in
|
|
|
|
Cost of Products Sold
|
|
Derivative Instrument
|
|
2009
|
|
|
2008
|
|
|
Foreign exchange contracts
|
|
$
|
2.6
|
|
|
$
|
(2.9
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2.6
|
|
|
$
|
(2.9
|
)
|
|
|
|
|
|
|
|
|
|
This impact does not include any offsetting gains/losses
recognized in earnings under SFAS No. 52.
Our U.S. federal returns for years 2003 through 2007 are
under examination by the Internal Revenue Service (IRS). Certain
issues in the audit covering 2003 and 2004 have been disputed
and are currently being evaluated by the IRS Appeals Office.
Although the appeals process could take several years, we do not
anticipate resolution of the audit will result in any
significant impact on our results of operations, financial
position or cash flows.
|
|
9.
|
Retirement
and Postretirement Benefit Plans
|
We have defined benefit pension plans covering certain
U.S. and Puerto Rico employees. The employees who are not
participating in the defined benefit plans do receive additional
benefits under our defined contribution plans. Plan benefits are
primarily based on years of credited service and the
participants compensation. In addition to the
U.S. and Puerto Rico defined benefit pension plans, we
sponsor various
non-U.S. pension
arrangements, including retirement and termination benefit plans
required by local law or coordinated with government sponsored
plans.
The components of net pension expense for the three month
periods ended March 31, 2009 and 2008, for our
U.S. and
non-U.S. defined
benefit retirement plans are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Service cost
|
|
$
|
6.9
|
|
|
$
|
6.3
|
|
Interest cost
|
|
|
4.9
|
|
|
|
4.6
|
|
Expected return on plan assets
|
|
|
(6.9
|
)
|
|
|
(6.0
|
)
|
Amortization of unrecognized prior service cost and actuarial
loss
|
|
|
1.7
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
6.6
|
|
|
$
|
5.6
|
|
|
|
|
|
|
|
|
|
|
We contributed approximately $40 million during the three
month period ended March 31, 2009 to our U.S. and
Puerto Rico defined benefit plans and expect to contribute an
additional $10 million to these plans during the remainder
of 2009. We contributed approximately $3 million to our
foreign-based defined benefit plans in the three month period
ended March 31, 2009 and expect to contribute an additional
$10 million to these foreign-based plans during the
remainder of 2009.
12
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following is a reconciliation of weighted average shares for
the basic and diluted shares computations (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Weighted average shares outstanding for basic net earnings per
share
|
|
|
221.5
|
|
|
|
232.5
|
|
Effect of dilutive stock options and other equity awards
|
|
|
0.6
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding for diluted net earnings per
share
|
|
|
222.1
|
|
|
|
233.9
|
|
|
|
|
|
|
|
|
|
|
During the three month period ended March 31, 2009, an
average of 16.3 million options to purchase shares of
common stock were not included in the computation of diluted
earnings per share as the exercise prices of these options were
greater than the average market price of the common stock.
During the three month period ended March 31, 2008, an
average of 9.1 million options were not included.
In the three month period ended March 31, 2009, we
repurchased approximately 8.6 million shares of our common
stock at an average price of $34.94 per share for a total cash
outlay of $301.4 million, including commissions. In April
2008, we announced that our Board of Directors authorized a
$1.25 billion share repurchase program which expires
December 31, 2009. Approximately $833.1 million
remains authorized under this plan.
We design, develop, manufacture and market orthopaedic
reconstructive implants, dental implants, spinal implants,
trauma products and related surgical products which include
surgical supplies and instruments designed to aid in orthopaedic
surgical procedures and post-operation rehabilitation. We also
provide other healthcare related services. Revenue related to
these other healthcare related services currently represents
less than 1 percent of our total net sales. We manage
operations through three major geographic segments
the Americas, which is comprised principally of the United
States and includes other North, Central and South American
markets; Europe, which is comprised principally of Europe and
includes the Middle East and Africa; and Asia Pacific, which is
comprised primarily of Japan and includes other Asian and
Pacific markets. This structure is the basis for our reportable
segment information discussed below. Management evaluates
operating segment performance based upon segment operating
profit exclusive of operating expenses pertaining to global
operations and corporate expenses, share-based compensation,
acquisition, integration and other expenses, inventory
step-up and
intangible asset amortization expense. Global operations include
research, development engineering, medical education, brand
management, corporate legal, finance, and human resource
functions, and U.S. and Puerto Rico based
13
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
manufacturing operations and logistics. Intercompany
transactions have been eliminated from segment operating profit.
Net sales and segment operating profit are as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
Operating Profit
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Americas
|
|
$
|
594.6
|
|
|
$
|
607.1
|
|
|
$
|
289.7
|
|
|
$
|
313.0
|
|
Europe
|
|
|
265.1
|
|
|
|
305.5
|
|
|
|
116.9
|
|
|
|
128.4
|
|
Asia Pacific
|
|
|
132.9
|
|
|
|
146.6
|
|
|
|
49.8
|
|
|
|
65.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
992.6
|
|
|
$
|
1,059.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
(17.1
|
)
|
|
|
(14.9
|
)
|
Inventory
step-up
|
|
|
|
|
|
|
|
|
|
|
(4.2
|
)
|
|
|
(0.3
|
)
|
Acquisition, integration and other
|
|
|
|
|
|
|
|
|
|
|
(7.0
|
)
|
|
|
(7.3
|
)
|
Global operations and corporate functions
|
|
|
|
|
|
|
|
|
|
|
(148.3
|
)
|
|
|
(152.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
|
|
|
|
|
|
|
$
|
279.8
|
|
|
$
|
331.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning in 2009, we no longer include our Dental product
category sales within our Reconstructive products category.
Prior year amounts related to Dental product category sales have
been reclassified to conform to the current year presentation.
Net sales by product category are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Reconstructive implants
|
|
$
|
761.6
|
|
|
$
|
815.5
|
|
Dental
|
|
|
47.4
|
|
|
|
55.8
|
|
Trauma
|
|
|
56.9
|
|
|
|
55.7
|
|
Spine
|
|
|
64.6
|
|
|
|
54.0
|
|
OSP and other
|
|
|
62.1
|
|
|
|
78.2
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
992.6
|
|
|
$
|
1,059.2
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
Commitments
and Contingencies
|
Intellectual
Property and Product Liability-Related Litigation
In July 2008, we temporarily suspended marketing and
distribution of the
Durom®
Acetabular Component (Durom Cup) in the
U.S. to allow us to update product labeling to provide more
detailed surgical technique instructions to surgeons and
implement a surgical training program in the U.S. Following
our announcement, product liability lawsuits and other claims
have been asserted against us, some of which we have settled.
There are a number of claims still pending and we expect
additional claims will be submitted. We recorded a provision of
$69.0 million in 2008, representing managements
estimate of these Durom Cup-related claims. The provision
is limited to revisions within two years of an original surgery
that occurred prior to July 2008. These parameters are
consistent with our data which indicates that cup loosenings
associated with surgical technique are most likely to occur
within that time period. Any claims received outside of these
defined parameters will be managed in the normal course and
reflected in our standard product liability accruals. Subsequent
to March 31, 2009, we received a significant number of
additional alleged Durom Cup-related claims. We are
currently reviewing these additional claims to determine their
validity. Based on our evaluation completed at this time, we
believe that the likelihood of there being a material amount of
additional valid claims is not probable and the current
provision of $56.1 million represents our current best
estimate of the remaining asserted and unasserted claims related
to this matter.
14
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On February 15, 2005, Howmedica Osteonics Corp. filed an
action against us and an unrelated party in the United States
District Court for the District of New Jersey alleging
infringement of U.S. Patent Nos. 6,174,934; 6,372,814;
6,664,308; and 6,818,020. On June 13, 2007, the Court
granted our motion for summary judgment on the invalidity of the
asserted claims of U.S. Patent Nos. 6,174,934; 6,372,814;
and 6,664,308 by ruling that all of the asserted claims are
invalid for indefiniteness. On August 19, 2008, the Court
granted our motion for summary judgment of non-infringement of
certain claims of U.S. Patent No. 6,818,020, reducing
the number of claims at issue in the suit to five. On
April 9, 2009, in response to our earlier petition, the
U.S. Patent and Trademark Office instituted re-examination
proceedings against U.S. Patent No. 6,818,020. The
U.S. Patent and Trademark Office rejected all previously
issued claims of U.S. Patent No. 6,818,020 as being
unpatentable in light of one or more prior art references. We
continue to believe that our defenses against infringement are
valid and meritorious, and we intend to continue to defend this
lawsuit vigorously.
In addition to claims related to the Durom Cup within the
parameters discussed above, we are also subject to product
liability and other claims and lawsuits arising in the ordinary
course of business, for which we maintain insurance, subject to
self-insured retention limits. We establish accruals for product
liability and other claims in conjunction with outside counsel
based on current information and historical settlement
information for open claims, related fees and claims incurred
but not reported. While it is not possible to predict with
certainty the outcome of these cases, it is the opinion of
management that, upon ultimate resolution, liabilities from
these cases in excess of those recorded, if any, will not have a
material adverse effect on our consolidated financial position,
results of operations or cash flows.
Government
Investigations
In March 2005, the U.S. Department of Justice through the
U.S. Attorneys Office in Newark, New Jersey commenced
an investigation of us and four other orthopaedic companies
pertaining to consulting contracts, professional service
agreements and other agreements by which remuneration is
provided to orthopaedic surgeons. On September 27, 2007, we
reached a settlement and entered into a Deferred Prosecution
Agreement (the DPA) with the
U.S. Attorneys Office for the District of New Jersey
and a Corporate Integrity Agreement (the CIA) with
the Office of Inspector General of the Department of Health and
Human Services (the OIG-HHS).
The DPA expired at the end of its
18-month
term on March 27, 2009, and the U.S. District Court
for the District of New Jersey dismissed the related criminal
complaint that had been filed against us. We are no longer
subject to oversight by the monitor appointed under the DPA.
Under the CIA, which has a term expiring in 2012, we agreed,
among other provisions, to continue the operation of our
enhanced Corporate Compliance Program, designed to promote
compliance with federal healthcare program requirements, in
accordance with the terms set forth in the CIA. We also agreed
to retain an independent review organization to perform annual
reviews to assist us in assessing our compliance with the
obligations set forth in the CIA to ensure that arrangements we
enter into do not violate the Anti-Kickback Statute
(42 U.S.C.
§ 1320a-7b).
A material breach of the CIA may subject us to exclusion by
OIG-HHS from participation in all federal healthcare programs,
which would have a material adverse effect on our financial
position, results of operations and cash flows.
In November 2007, we received a civil investigative demand from
the Massachusetts Attorney Generals office seeking
additional information regarding the financial relationships we
publicly disclosed pursuant to the DPA with a number of
Massachusetts healthcare providers. We received a similar
inquiry from the Oregon Attorney Generals office in
October 2008. We are cooperating fully with the investigators
with regard to these matters.
In September 2007, the Staff of the U.S. Securities and
Exchange Commission (SEC) informed us that it was
conducting an informal investigation regarding potential
violations of the Foreign Corrupt Practices Act in the sale of
medical devices in a number of foreign countries by companies in
the medical device industry. We understand that at least four
other medical device companies received similar letters. We are
fully cooperating with the SEC and the U.S. Department of
Justice with regard to this informal investigation. We are
currently conducting our own reviews regarding Foreign Corrupt
Practices Act compliance and such reviews are ongoing.
15
ZIMMER
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO
INTERIM CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Derivative
Actions and Class Actions
On April 24, 2008, a complaint was filed in the
U.S. District Court for the Southern District of New York,
Thorpe v. Zimmer, Inc., et al., naming us and two of our
subsidiaries as defendants. The complaint relates to a putative
class action on behalf of certain residents of New York who had
hip or knee implant surgery involving Zimmer products during an
unspecified period. The complaint alleges that our relationships
with orthopaedic surgeons and others violated the New York
deceptive practices statute and unjustly enriched us. The
plaintiff requests actual damages or $50.00, whichever is
greater, on behalf of each class member, a permanent injunction
from our engaging in allegedly improper practices in the future
and restitution in an unspecified amount. We believe this
lawsuit is without merit, and we intend to defend it vigorously.
On August 5, 2008, a complaint was filed in the
U.S. District Court for the Southern District of Indiana,
Plumbers and Pipefitters Local Union 719 Pension Fund v.
Zimmer Holdings, Inc., et al., naming us and two of our
executive officers as defendants. The complaint relates to a
putative class action on behalf of persons who purchased our
common stock between January 29, 2008 and July 22,
2008. The complaint alleges that the defendants violated the
federal securities laws by allegedly failing to disclose
developments relating to our orthopaedic surgical products
manufacturing operations in Dover, Ohio and problems relating to
the Durom Cup. The plaintiff seeks unspecified damages
and interest, attorneys fees, costs and other relief. On
December 24, 2008, the lead plaintiff filed a consolidated
complaint that alleges the same claims and relates to the same
time period. The defendants filed a motion to dismiss the
consolidated complaint on February 23, 2009. The motion to
dismiss is pending with the court. We believe this lawsuit is
without merit, and we and the individual defendants intend to
defend it vigorously.
On August 15, 2008, a shareholder derivative action,
Hays v. Dvorak et al., was filed in the U.S. District
Court for the Southern District of Indiana. The plaintiff seeks
to maintain the action purportedly on our behalf against certain
of our current and former directors and two
non-director
executive officers. The plaintiff alleges, among other things,
breaches of fiduciary duties, abuse of control, unjust
enrichment and gross mismanagement by the named defendants based
on substantially the same factual allegations as the putative
federal securities class action referenced above brought by the
Plumbers and Pipefitters Local Union 719 Pension Fund. The
plaintiff does not seek damages from us, but instead requests
damages of an unspecified amount on our behalf. The plaintiff
also seeks equitable relief to remedy the individual
defendants alleged misconduct, attorneys fees, costs
and other relief. Under the courts scheduling order, the
plaintiff has until June 9, 2009 to file an amended
complaint. The defendants are required to respond to any such
amended complaint no later than August 10, 2009.
On November 20, 2008, a complaint was filed in the
U.S. District Court for the Northern District of Indiana,
Dewald v. Zimmer Holdings, Inc., et al., naming us and
certain of our current and former directors and employees as
defendants. The complaint relates to a putative class action on
behalf of all persons who were participants in or beneficiaries
of our U.S. or Puerto Rico Savings and Investment Programs
(plans) between October 5, 2007 and the date of
filing and whose accounts included investments in our common
stock. The complaint alleges, among other things, that the
defendants breached their fiduciary duties in violation of the
Employee Retirement Income Security Act of 1974, as amended, by
continuing to offer Zimmer stock as an investment option in the
plans when the stock purportedly was no longer a prudent
investment and that defendants failed to provide plan
participants with complete and accurate information sufficient
to advise them of the risks of investing their retirement
savings in Zimmer stock. The plaintiff seeks an unspecified
monetary payment to the plans, injunctive and equitable relief,
attorneys fees, costs and other relief. On
January 23, 2009, the plaintiff filed an amended complaint
that alleges the same claims and clarifies that the class period
is October 5, 2007 through September 2, 2008. The
defendants filed a motion to dismiss the amended complaint on
March 23, 2009. The motion to dismiss is pending with the
court. On March 23, 2009, the defendants also filed a
motion with the Judicial Panel on Multidistrict Litigation
(JPML) for an order transferring the case to the
U.S. District Court for the Southern District of Indiana
for coordinated pretrial proceedings with the Plumbers and
Pipefitters Local Union 719 Pension Fund case and the Hays case
referenced above. The motion to transfer remains pending with
the JPML. We believe this lawsuit is without merit, and we and
the individual defendants intend to defend it vigorously.
16
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Overview
We are a global leader in the design, development, manufacture
and marketing of orthopaedic reconstructive implants, dental
implants, spinal implants, trauma products and related surgical
products (sometimes referred to in this report as
OSP). We also provide other healthcare related
services. Reconstructive orthopaedic implants restore joint
function lost due to disease or trauma in joints such as knees,
hips, shoulders and elbows. Dental implants restore function and
aesthetics in patients that have lost teeth due to trauma or
disease. Spinal implants are utilized by orthopaedic surgeons
and neurosurgeons in the treatment of degenerative diseases,
deformities and trauma in all regions of the spine. Trauma
products are devices used primarily to reattach or stabilize
damaged bone and tissue to support the bodys natural
healing process. OSP includes supplies and instruments designed
to aid in predominantly orthopaedic surgical procedures and
post-operation rehabilitation. We have operations in more than
25 countries and market products in more than 100 countries. We
manage operations through three reportable geographic
segments the Americas, Europe and Asia Pacific.
Certain percentages presented in Managements Discussion
and Analysis are calculated from the underlying whole-dollar
amounts and therefore may not recalculate from the rounded
numbers used for disclosure purposes. Certain amounts in the
2008 consolidated financial statements have been reclassified to
conform to the 2009 presentation. Beginning in 2009, we no
longer include our Dental product category sales within our
Reconstructive products category. Prior year amounts related to
Dental product category sales have been reclassified to conform
to the current year presentation.
We believe the following developments or trends are important in
understanding our financial condition, results of operations and
cash flows for the three month period ended March 31, 2009
and our expected results for the remainder of 2009.
Demand
(Volume and Mix) Trends
Decreased volume and changes in the mix of products resulted in
a 1 percent decline in sales during the three month period
ended March 31, 2009, compared to 6 percent of sales
growth in the same 2008 period. The sales growth rate declined
from the 2008 period due to lower volume as a result of a weaker
global economy and the ongoing effects of the disruptive factors
experienced during 2008 as discussed below.
We believe the market for orthopaedic procedure volume
temporarily decelerated from mid to low single digits growth
rates on a global basis due to the weakened global economy. We
believe long-term market growth rates will be driven by an aging
global population, obesity, proven clinical benefits, new
material technologies, advances in surgical techniques and more
active lifestyles, among other factors. In addition, the ongoing
shift in demand to premium products, such as
Longevity®,
Durasul®
and
Prolong®
Highly Crosslinked Polyethylenes, Trabecular
MetalTM
Technology products, high-flex knees, knee revision products,
porous hip stems and the introduction of gender-based devices
continues to positively affect sales growth.
Pricing
Trends
Global selling prices were flat for the three month period ended
March 31, 2009, which is similar to the same 2008 period.
Selling prices in the Americas were flat during the three month
period ended March 31, 2009, compared to a 1 percent
increase in the same 2008 period. In Europe, selling prices for
the three month period ended March 31, 2009 were flat,
which is similar to the same 2008 period. Asia Pacific selling
prices decreased 3 percent for the three month period ended
March 31, 2009, compared to a 1 percent decrease in
the same 2008 period. Japan and Australia reported
5 percent and 3 percent decreases in average selling
prices, respectively, as a result of scheduled reductions in
reimbursement prices. We anniversary out of these price
reductions in April 2009 for Japan and July 2009 for Australia.
Japan and Australia combined currently represent approximately
10 percent of our sales. With the effect of governmental
healthcare cost containment efforts and pressure from local
hospitals and health systems, we expect global selling prices
will remain flat to slightly negative in 2009.
17
Foreign
Currency Exchange Rates
For the three month period ended March 31, 2009, foreign
currency exchange rates resulted in a 5 percent decline in
sales. We estimate that an overall stronger U.S. Dollar
versus foreign currency exchange rates will have a negative
effect of approximately 4 percent on sales for the year
ending December 31, 2009. We address currency risk through
regular operating and financing activities, and under
appropriate circumstances and subject to proper authorization,
through the use of forward contracts and foreign currency
options solely for managing foreign currency volatility and
risk. Changes to foreign currency exchange rates affect sales
growth, but due to offsetting gains/losses on hedge contracts,
which are recorded in cost of products sold, the effect on net
earnings in the near term is expected to be minimal.
Disruptive
Events
We believe that we have suffered customer losses as a result of
disruptive factors experienced during 2008, including our
temporary suspension of U.S. marketing and distribution of
the Durom Cup, our voluntary recall and suspension of
production of certain OSP patient care products and the
implementation of our enhanced global compliance initiatives.
Starting in the fourth quarter of 2008, we estimated that on a
cumulative basis these customer losses reduced our global knee
market share by approximately 1.5 percent and hip market
share by approximately 2.0 percent. We estimate that we
experienced additional share losses of 0.1 percent in knee
market share and 0.2 percent in hip market share, in the
first quarter of 2009. Our assumption is that share loss should
stabilize by year-end 2009, as we anniversary out of the
majority of the 2008 customer and product-related losses, we
continue to expand our global medical education programs and as
we launch new products in sufficient quantities to recover some
of the product related losses. We expect our sales growth to be
at a rate slower than the market in the near term due to these
disruptive factors.
Global
Economic Conditions
We expect conditions in the broader economy will result in a
temporary slowdown in elective hospital procedures. Although
many of our products are used in elective procedures, we believe
our core knee and hip franchises remain more insulated than many
medical product categories from swings in the broader economy
because the need for these procedures does not diminish, even if
the timing is affected. In particular, we expect our dental
revenues to experience pressure due to the weak economic
environment as many of those procedures are not reimbursed by
third-party payors.
First
Quarter Results of Operations
Net
Sales by Operating Segment
The following table presents net sales by operating segment and
the components of the percentage changes (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
Volume/
|
|
|
|
|
|
Foreign
|
|
|
|
2009
|
|
|
2008
|
|
|
% (Dec)
|
|
|
Mix
|
|
|
Price
|
|
|
Exchange
|
|
|
Americas
|
|
$
|
594.6
|
|
|
$
|
607.1
|
|
|
|
(2
|
)%
|
|
|
(1
|
)%
|
|
|
|
%
|
|
|
(1
|
)%
|
Europe
|
|
|
265.1
|
|
|
|
305.5
|
|
|
|
(13
|
)
|
|
|
1
|
|
|
|
|
|
|
|
(14
|
)
|
Asia Pacific
|
|
|
132.9
|
|
|
|
146.6
|
|
|
|
(9
|
)
|
|
|
(4
|
)
|
|
|
(3
|
)
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
992.6
|
|
|
$
|
1,059.2
|
|
|
|
(6
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Exchange as used in the tables in this
report represents the effect of changes in foreign exchange
rates on sales growth.
18
Net
Sales by Product Category
The following table presents net sales by product category and
the components of the percentage changes (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
Volume/
|
|
|
|
|
|
Foreign
|
|
|
|
2009
|
|
|
2008
|
|
|
% Inc (Dec)
|
|
|
Mix
|
|
|
Price
|
|
|
Exchange
|
|
|
Reconstructive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Knees
|
|
$
|
429.0
|
|
|
$
|
453.5
|
|
|
|
(5
|
)%
|
|
|
1
|
%
|
|
|
(1
|
)%
|
|
|
(5
|
)%
|
Hips
|
|
|
299.6
|
|
|
|
330.2
|
|
|
|
(9
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(5
|
)
|
Extremities
|
|
|
33.0
|
|
|
|
31.8
|
|
|
|
4
|
|
|
|
8
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
761.6
|
|
|
|
815.5
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
(1
|
)
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dental
|
|
|
47.4
|
|
|
|
55.8
|
|
|
|
(15
|
)
|
|
|
(12
|
)
|
|
|
1
|
|
|
|
(4
|
)
|
Trauma
|
|
|
56.9
|
|
|
|
55.7
|
|
|
|
2
|
|
|
|
5
|
|
|
|
|
|
|
|
(3
|
)
|
Spine
|
|
|
64.6
|
|
|
|
54.0
|
|
|
|
20
|
|
|
|
21
|
|
|
|
3
|
|
|
|
(4
|
)
|
OSP and other
|
|
|
62.1
|
|
|
|
78.2
|
|
|
|
(21
|
)
|
|
|
(20
|
)
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
992.6
|
|
|
$
|
1,059.2
|
|
|
|
(6
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
NexGen®
Complete Knee Solution product line, including Gender
Solutionstm
Knee Femoral Implants, the NexGen LPS-Flex Knee, the
NexGen CR-Flex Knee and the NexGen LCCK Revision
Knee, led knee sales. In addition, the Gender Solutions
Natural-Knee Flex System made a strong contribution.
The continued conversion to porous stems, including the
Zimmer®
M/L Taper Stem, the Zimmer M/L Taper Stem with
Kinectiv®
Technology, the
CLS®
Spotorno®
Stem from the CLS Hip System, and the
Alloclassic®
Zweymüller®
Hip Stem, led hip stem sales, but was partially offset by weaker
sales of cemented stems. Trabecular Metal Acetabular Cups
and Longevity and Durasul Highly Crosslinked
Polyethylene Liners also made strong contributions. The
temporary suspension of marketing and distribution of the
Durom Cup in the U.S. announced in the second half
of 2008 negatively impacted hip sales growth. Additionally, with
the lack of a hip resurfacing product within our U.S. hip
portfolio, we face a continuing challenge in hip sales growth
with the adoption of hip resurfacing in the U.S. market.
The
Bigliani/Flatow®
Complete Shoulder Solution and the Zimmer Trabecular
Metal Reverse Shoulder System led extremities sales. Dental
sales were led by orthobiologicals and prosthetic implants,
including the Tapered
Screw-Vent®
Implant System. Zimmer Periarticular Locking Plates and
the I.T.S.T.
tm
Intertrochanteric/Subtrochanteric Fixation System led trauma
sales. In the fourth quarter of 2008, we acquired Abbott Spine.
As a result of the acquisition, spine sales have increased but
reflect sales dis-synergies associated with the integration of
the business. OSP sales were negatively affected by the patient
care product recalls and related voluntary suspension of
production of certain products, but these negative factors were
partially offset by strong growth in
PALACOS®1
Bone Cement.
1 Trademark
of Heraeus Kulzer GmbH
19
Americas
Net Sales
The following table presents Americas net sales (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
% Inc (Dec)
|
|
|
Reconstructive
|
|
|
|
|
|
|
|
|
|
|
|
|
Knees
|
|
$
|
276.1
|
|
|
$
|
280.1
|
|
|
|
(1
|
)%
|
Hips
|
|
|
141.6
|
|
|
|
148.6
|
|
|
|
(5
|
)
|
Extremities
|
|
|
25.6
|
|
|
|
23.3
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
443.3
|
|
|
|
452.0
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dental
|
|
|
26.1
|
|
|
|
29.9
|
|
|
|
(13
|
)
|
Trauma
|
|
|
32.4
|
|
|
|
33.4
|
|
|
|
(3
|
)
|
Spine
|
|
|
51.5
|
|
|
|
42.4
|
|
|
|
22
|
|
OSP and other
|
|
|
41.3
|
|
|
|
49.4
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
594.6
|
|
|
$
|
607.1
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The NexGen Complete Knee Solution product line, including
the Gender Solutions Knee Femoral Implants, NexGen
LPS-Flex Knee, the NexGen LCCK Revision Knee and the
NexGen CR-Flex Knee, led knee sales. The Gender
Solutions Natural-Knee Flex System also made a strong
contribution.
Porous stems, including the Zimmer M/L Taper Stem and the
Zimmer M/L Taper Stem with Kinectiv Technology,
led hip stem sales, but were partially offset by weaker sales of
cemented stems. Trabecular Metal Acetabular Cups and
Longevity Highly Crosslinked Polyethylene Liners also
made a strong contribution. As noted above, the temporary
suspension of marketing and distribution of the Durom Cup
in the U.S. has continued to negatively impact hip sales
and the adoption of hip resurfacing in the U.S. market will
continue to adversely affect our hip sales growth.
As a result of the ongoing effects of the disruptive factors
discussed above, we have suffered customer losses. These
customer losses negatively impacted sales growth, primarily in
the knee and hip product categories.
The Bigliani/Flatow Shoulder Solution and the Zimmer
Trabecular Metal Reverse Shoulder System led extremities
sales. Negative sales growth for our dental business reflects
disruptions caused by the implementation of our enhanced
compliance initiatives and overall weakness in the
U.S. economy. Zimmer Periarticular Plates and the
I.T.S.T. Intertrochanteric/Subtrochanteric Fixation
System led trauma sales. Spine sales increased as a result of
the Abbott Spine acquisition completed in the fourth quarter of
2008. OSP sales were negatively affected by the patient care
product recalls and related voluntary suspension of production
of certain products, but these negative factors were partially
offset by strong growth in PALACOS Bone Cement.
20
Europe
Net Sales
The following table presents Europe net sales (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
% Inc (Dec)
|
|
|
Reconstructive
|
|
|
|
|
|
|
|
|
|
|
|
|
Knees
|
|
$
|
105.0
|
|
|
$
|
120.1
|
|
|
|
(13
|
)%
|
Hips
|
|
|
107.9
|
|
|
|
128.2
|
|
|
|
(16
|
)
|
Extremities
|
|
|
5.7
|
|
|
|
6.7
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
218.6
|
|
|
|
255.0
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dental
|
|
|
16.7
|
|
|
|
19.0
|
|
|
|
(12
|
)
|
Trauma
|
|
|
10.6
|
|
|
|
10.5
|
|
|
|
2
|
|
Spine
|
|
|
10.5
|
|
|
|
9.7
|
|
|
|
8
|
|
OSP and other
|
|
|
8.7
|
|
|
|
11.3
|
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
265.1
|
|
|
$
|
305.5
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in foreign exchange rates negatively affected knee and
hip sales by 15 percent and 13 percent, respectively.
The NexGen Complete Knee Solution product line, including
the NexGen LPS-Flex Knee, the NexGen LCCK Revision
Knee and the NexGen CR-Flex Knee, led knee sales in our
Europe region.
Porous stems, including the CLS Spotorno Stem and
Alloclassic Zweymüller Stem, led hip stem sales.
Longevity and Durasul Highly Crosslinked
Polyethylene Liners, Trabecular Metal Acetabular Cups and
the
Allofit®
Hip Acetabular System also contributed to hip sales.
As a result of the ongoing effect of the disruptive factors
discussed above, we have suffered customer losses. These
customer losses negatively impacted sales growth, primarily in
the knee and hip product categories.
The Anatomical Shoulder System and the Coonrad/Morrey
Total Elbow led extremities sales. The Tapered Screw-Vent
Implant System led dental sales. The
Cable-Ready®
Cable Grip System and the NCB Plating System led
trauma sales, which were offset by weaker sales of our
intramedullary fixation systems. Spine sales increased as a
result of the Abbott Spine acquisition completed in the fourth
quarter of 2008. OSP sales were negatively affected by the
patient care product recalls and related voluntary suspension of
production of certain products.
21
Asia
Pacific Net Sales
The following table presents Asia Pacific net sales (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
% Inc (Dec)
|
|
|
Reconstructive
|
|
|
|
|
|
|
|
|
|
|
|
|
Knees
|
|
$
|
47.9
|
|
|
$
|
53.3
|
|
|
|
(10
|
)%
|
Hips
|
|
|
50.1
|
|
|
|
53.4
|
|
|
|
(6
|
)
|
Extremities
|
|
|
1.7
|
|
|
|
1.8
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
99.7
|
|
|
|
108.5
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dental
|
|
|
4.6
|
|
|
|
6.9
|
|
|
|
(33
|
)
|
Trauma
|
|
|
13.9
|
|
|
|
11.8
|
|
|
|
17
|
|
Spine
|
|
|
2.6
|
|
|
|
1.9
|
|
|
|
34
|
|
OSP and other
|
|
|
12.1
|
|
|
|
17.5
|
|
|
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
132.9
|
|
|
$
|
146.6
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in foreign exchange rates negatively affected knee sales
by 7 percent and positively affected hip sales by
1 percent. Reported decreases in average selling prices
negatively affected knee sales by 6 percent and hip sales
by 4 percent. The NexGen Complete Knee Solution
product line, the NexGen CR-Flex Knee and the NexGen
LPS-Flex Knee led knee sales. The Gender Solutions
Knee Femoral Implant also made strong contributions to knee
sales for the period.
The continued conversion to porous stems, including the Fiber
Metal Taper Stem from the
VerSys®
Hip System and the Alloclassic Zweymüller Hip
System, led hip stem sales. Sales of Longevity and
Durasul Highly Crosslinked Polyethylene Liners, the
Trilogy Acetabular System and Trabecular Metal
Acetabular Cups also contributed to hip sales.
As a result of the ongoing effects of the disruptive factors
discussed above, we have suffered customer losses. These
customer losses negatively impacted sales growth, primarily in
the knee and hip product categories.
The Bigliani/Flatow Shoulder Solution and the
Coonrad/Morrey Total Elbow led extremities sales. Negative sales
growth for our dental business reflects an overall weakness in
the global economy. The Tapered Screw-Vent Implant System
led dental sales. Trauma sales were led by the I.T.S.T.
Intertrochanteric/Subtrochanteric Fixation System. Spine
sales increased as a result of the Abbott Spine acquisition
completed in the fourth quarter of 2008. OSP sales were
negatively affected by the patient care product recalls and
related voluntary suspension of production of certain products.
Gross
Profit
Gross profit as a percentage of net sales was 76.8 percent
in the three month period ended March 31, 2009, compared to
76.0 percent in the same 2008 period. The primary
contributor to the increase in gross profit margin was foreign
currency hedge gains recognized in 2009 compared to hedge losses
recognized in the 2008 period. Under our hedging program, for
derivatives which qualify as hedges of future cash flows, the
effective portion of changes in fair value is temporarily
recorded in other comprehensive income, and then recognized in
cost of products sold when the hedged item affects earnings.
These hedge gains were partially offset by an increase in excess
inventory and obsolescence charges due to increased inventory
levels and certain product-specific matters as well as increased
inventory
step-up as a
result of the Abbott Spine acquisition.
Operating
Expenses
Research and Development, or R&D, as a percentage of net
sales was 5.2 percent for the three month period ended
March 31, 2009, compared to 4.5 percent in the same
2008 period. R&D expense increased to $51.8 million
22
for the three month period ended March 31, 2009, from
$47.8 million in the same 2008 period, reflecting increased
spending on certain development, clinical and external research
activities compared to the delay in activities experienced in
2008 connected with our operational compliance with the DPA and
CIA and implementation of our enhanced compliance program. We
expect R&D spending in 2009 to return to our historical
average of 5-6 percent of sales.
Selling, general and administrative, or SG&A, as a
percentage of net sales was 42.7 percent for the three
month period ended March 31, 2009, compared to
39.4 percent in the same 2008 period. SG&A expense
increased to $423.7 million for the three month period
ended March 31, 2009, from $417.8 million in the same
2008 period. Fees associated with the various litigation matters
discussed in Note 12 to the consolidated financial
statements contributed to an increase in SG&A costs as well
as costs related to operating initiatives such as improving
quality systems at our Dover, Ohio facility and the expansion of
global medical education programs. The acquisition of Abbott
Spine increased SG&A costs for items such as selling
expenses, increased instrument depreciation and amortization of
the acquired intangible assets. Additionally, SG&A as a
percent of sales is negatively impacted by the significant
decrease in revenues caused by changes in foreign currency
rates. A majority of our SG&A spend is incurred in the
U.S., primarily from our corporate headquarters and similar
functions at our various businesses such as Dental, Trauma,
Spine and OSP. Therefore, SG&A expense does not respond to
changes in foreign currency rates proportionally to our revenue
which has caused SG&A as a percent of sales to increase.
Acquisition, integration and other expenses for the three month
period ended March 31, 2009 were $7.0 million,
compared to $7.3 million in the same 2008 period. These
expenses pertain to prior period acquisitions, including
facility consolidation costs, legal fees and retention and
termination payments.
Operating
Profit, Income Taxes and Net Earnings
Operating profit for the three month period ended March 31,
2009 decreased 16 percent to $279.8 million, from
$331.6 million in the same 2008 period. The decrease in
operating profit is due primarily to lower revenues as well as
increased spending on R&D and SG&A.
Interest and other expense for the three month period ended
March 31, 2009 increased to $3.7 million, compared to
income of $1.0 million in the same 2008 period. The
increase in interest expense is the result of increased
long-term debt used to partially fund the Abbott Spine
acquisition and share repurchases.
The effective tax rate on earnings before income taxes decreased
to 26.8 percent for the three month period ended
March 31, 2009, from 28.0 percent in the same 2008
period. This decrease is due primarily to the recognition of
certain adjustments which took effect in the quarter as well as
increased profits in lower tax jurisdictions.
Net earnings decreased 16 percent to $202.2 million
for the three month period ended March 31, 2009, compared
to $239.3 million in the same 2008 period. Basic earnings
per share decreased 12 percent to $0.91, from $1.03 in the
same 2008 period. Diluted earnings per share decreased
11 percent to $0.91, from $1.02 in the same 2008 period.
The disproportional change in earnings per share as compared
with net earnings is attributed to the effect of 2009 and
2008 share repurchases.
Liquidity
and Capital Resources
Cash flows provided by operating activities were
$184.6 million for the three month period ended
March 31, 2009, compared to $242.7 million in the same
2008 period. The principal source of cash was net earnings of
$202.2 million. Non-cash items included in net earnings
accounted for another $100.9 million of operating cash. All
other items of operating cash flows reflect a use of
$118.5 million of cash, primarily related to pension
funding and working capital investments. Additionally, we
continue to resolve outstanding payments to healthcare
professionals and institutions resulting in cash outflows of
approximately $30 million in the three month period ended
March 31, 2009. The resolution of these outstanding
payments, along with a change in the timing of employee bonus
payments compared to the 2008 period, contributed to a decrease
in accrued expenses for the three month period ended
March 31, 2009.
At March 31, 2009, we had 61 days of sales outstanding
in trade accounts receivable, an increase of 2 days
compared to both December 31, 2008 and the same 2008
period. At March 31, 2009, we had 373 days of
inventory
23
on hand, an increase of 29 days compared to
December 31, 2008, reflecting a planned increase in
field-based inventory deployments in the U.S., a build-out of
our inventory pipeline for certain new products we are preparing
to launch in 2009 and increased near term inventory levels as
manufacturing volumes are reduced to respond to previously
discussed loss of market share.
Cash flows used in investing activities were $84.4 million
for the three month period ended March 31, 2009, compared
to $110.9 million used in investing in the same 2008
period. Additions to instruments decreased during the three
month period ended March 31, 2009 compared to the 2008
period as
year-over-year
spending on instruments is expected to decrease compared to the
significant investments made in 2008. Spending on other
property, plant and equipment decreased to $30.9 million
during the three month period ended March 31, 2009 compared
to $53.4 million in the same 2008 period. On a full year
basis, we expect a modest decrease in spending on property,
plant and equipment compared to 2008 levels, as certain planned
infrastructure initiatives from 2008 are completed. Acquired
intellectual property rights of $7.6 million relate to
lump-sum payments made to certain healthcare professionals and
institutions in place of future royalty payments that otherwise
would have been due under the terms of an existing contractual
arrangement. We anticipate making additional payments to acquire
intellectual property rights during 2009.
Cash flows used in financing activities were $95.9 million
for the three month period ended March 31, 2009, compared
to $125.9 million used in financing activities in the same
2008 period. Our borrowings from our credit facilities increased
approximately $210 million during the three month period
ended March 31, 2009 to repurchase shares of our common
stock. Our current share repurchase program can be financed in
part with third party debt, subject to limits set by our Board
of Directors. For the three months ended March 31, 2009, we
purchased 8.6 million common shares for a total of
$301.4 million, including commissions, under our stock
repurchase program authorized by our Board of Directors,
compared to $144.3 million in the same 2008 period.
Proceeds from our stock compensation plans have decreased in the
three month period ended March 31, 2009, compared to the
same 2008 period due to a decrease in employee stock option
exercises.
We have a five year $1,350 million revolving,
multi-currency, senior unsecured credit facility maturing
November 30, 2012 (the Senior Credit Facility).
We had $660.4 million outstanding under the Senior Credit
Facility at March 31, 2009, and, therefore, our available
borrowings were $689.6 million. The Senior Credit Facility
contains provisions whereby borrowings may be increased to
$1,750 million and we may request that the maturity date be
extended for two additional one-year periods.
We and certain of our wholly owned foreign subsidiaries are the
borrowers under the Senior Credit Facility. Borrowings under the
Senior Credit Facility are used for general corporate purposes
and bear interest at a LIBOR-based rate plus an applicable
margin determined by reference to our senior unsecured long-term
credit rating and the amounts drawn under the Senior Credit
Facility, at an alternate base rate, or at a fixed rate
determined through a competitive bid process. The Senior Credit
Facility contains customary affirmative and negative covenants
and events of default for an unsecured financing arrangement,
including, among other things, limitations on consolidations,
mergers and sales of assets. Financial covenants include a
maximum leverage ratio of 3.0 to 1.0 and a minimum interest
coverage ratio of 3.5 to 1.0. If we fall below an investment
grade credit rating, additional restrictions would result,
including restrictions on investments, payment of dividends and
stock repurchases. We were in compliance with all covenants
under the Senior Credit Facility as of March 31, 2009.
Commitments under the Senior Credit Facility are subject to
certain fees, including a facility fee and a utilization fee.
The Senior Credit Facility is rated A- by Standard &
Poors Ratings Services and is not rated by Moodys
Investors Service, Inc. Notwithstanding recent
interruptions in global credit markets, as of the date of this
report, we believe our access to our Senior Credit Facility has
not been impaired.
We also have available uncommitted credit facilities totaling
$76.3 million.
We may use excess cash or further borrow against our Senior
Credit Facility, subject to limits set by our Board of
Directors, to repurchase additional common stock under the
$1.25 billion program which expires December 31, 2009.
Management believes that cash flows from operations, together
with available borrowings under the Senior Credit Facility, are
sufficient to meet our working capital, capital expenditure and
debt service needs. Should
24
investment opportunities arise, we believe that our earnings,
balance sheet and cash flows will allow us to obtain additional
capital, if necessary.
Recent
Accounting Pronouncements
There are no recently issued accounting pronouncements that we
have yet to adopt that are expected to have a significant effect
on our financial position, results of operations, or cash flows.
Critical
Accounting Policies
There were no changes in the three month period ended
March 31, 2009 to the application of critical accounting
estimates as described in our Annual Report on
Form 10-K
for the year ended December 31, 2008.
Forward-Looking
Statements
This quarterly report contains certain statements that are
forward-looking statements within the meaning of federal
securities laws. When used in this report, the words
may, will, should,
anticipate, estimate,
expect, plan, believe,
predict, potential, project,
target, forecast, intend,
assume, guide seek and
similar expressions are intended to identify forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties
include, but are not limited to:
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competition;
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pricing pressures;
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dependence on new product development, technological advances
and innovation;
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reductions in reimbursement levels by third-party payors and
cost containment efforts of health care purchasing organizations;
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our compliance with the Corporate Integrity Agreement through
2012;
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the costs of defending or resolving putative class action
litigation and lawsuits, investigations or other proceedings
resulting from our September 2007 settlement with the United
States government and other matters;
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the impact of our enhanced healthcare compliance global
initiatives and business practices on our relationships with
customers and consultants, our market share and our overall
financial performance;
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the success of our quality initiatives;
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the outcome of the informal investigation by the
U.S. Securities and Exchange Commission into Foreign
Corrupt Practices Act matters announced in October 2007;
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challenges relating to changes in and compliance with
governmental laws and regulations affecting our U.S. and
international businesses, including regulations of the
U.S. Food and Drug Administration and foreign government
regulators, such as more stringent requirements for regulatory
clearance of our products, and tax obligations and risks;
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retention of our independent agents and distributors;
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changes in customer demand for our products and services caused
by demographic changes or other factors;
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changes in general domestic and international economic
conditions, including interest rate and currency exchange rate
fluctuations;
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our ability to protect proprietary technology and other
intellectual property and claims for infringement of the
intellectual property rights of third parties;
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product liability claims;
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25
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the impact of temporarily suspending U.S. marketing and
distribution of the Durom Cup on our revenues, our
customer relationships, our entry into the U.S. hip
resurfacing market and on product liability claims;
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the possible disruptive effect of additional strategic
acquisitions and our ability to successfully integrate acquired
companies;
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our ability to form strategic alliances;
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changes in prices of raw materials and products and our ability
to control costs and expenses;
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changes in general industry and market conditions, including
domestic and international growth rates;
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our dependence on a limited number of suppliers for key raw
materials and outsourced activities; and
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shifts in our product category sales mix or our regional sales
mix away from products or geographic regions that generate
higher operating margins.
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Item 3.
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Quantitative
and Qualitative Disclosures About Market Risk
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There have been no material changes from the information
provided in our Annual Report on
Form 10-K
for the year ended December 31, 2008.
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Item 4.
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Controls
and Procedures
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We have established disclosure controls and procedures and
internal controls over financial reporting to provide reasonable
assurance that material information relating to us, including
our consolidated subsidiaries, is made known on a timely basis
to management and the Board of Directors. However, no control
system, no matter how well designed and operated, can provide
absolute assurance that the objectives of the control system are
met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if
any, within a company have been detected.
Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness
of the design and operation of our disclosure controls and
procedures (as defined in
Rule 13a-15(e)
of the Securities Exchange Act of 1934). Based upon that
evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures as
of the end of the period covered by this report are effective.
There was no change in our internal control over financial
reporting (as defined in
Rule 13a-15(f)
of the Securities Exchange Act of 1934) that occurred
during the quarter ended March 31, 2009, that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Part II
Other Information
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Item 1.
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Legal
Proceedings
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Information pertaining to legal proceedings can be found in
Note 12 to the interim consolidated financial statements
included in Part I of this report.
Except as set forth below, there have been no material changes
from the risk factors disclosed in Part I
Item 1A of our Annual Report on
Form 10-K
for the year ended December 31, 2008.
The following risk factor under RISKS RELATED TO OUR
BUSINESS has been revised as follows:
If we fail to comply with the terms of the Corporate
Integrity Agreement we entered into in September 2007, we may be
subject to exclusion from federal healthcare programs.
As previously reported, in September 2007 we settled an
investigation conducted by the United States Attorneys
Office for the District of New Jersey into financial
relationships between major orthopaedic
26
manufacturers and consulting orthopaedic surgeons. As part of
that settlement, we entered into a Corporate Integrity Agreement
(the CIA) with the Office of Inspector General of
the Department of Health and Human Services (the
OIG-HHS) that has a term ending in 2012. A copy of
the CIA is filed as an exhibit to our most recent Annual Report
on
Form 10-K.
If we do not comply with the terms of the CIA, we could be
subject to exclusion by OIG-HHS from participation in federal
healthcare programs, including Medicare and Medicaid.
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Item 2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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The following table summarizes repurchases of common stock
settled during the three month period ended March 31, 2009:
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Total Number of
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Approximate
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Shares Purchased
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Dollar Value of
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as Part of
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Shares that May
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Total Number
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Publicly
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Yet Be Purchased
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of Shares
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Average Price
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Announced Plans
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Under Plans
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Purchased
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Paid per Share
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or Programs*
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or Programs
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January 2009
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$
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$
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February 2009
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1,398,267
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38.61
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31,464,767
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1,080,355,234
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March 2009
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7,221,100
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34.23
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38,685,867
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833,148,263
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Total
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8,619,367
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$
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34.94
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38,685,867
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$
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833,148,263
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* |
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Includes repurchases made under expired programs as well as the
program announced in April 2008 authorizing $1.25 billion
of repurchases through December 31, 2009. |
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Item 5.
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Other
Information
|
During the period covered by this report, the Audit Committee of
our Board of Directors approved the engagement of
PricewaterhouseCoopers LLP, our independent registered public
accounting firm, to perform certain non-audit services related
to certain accounting and tax matters. This disclosure is made
pursuant to Section 10A(i)(2) of the Securities Exchange
Act of 1934, as added by Section 202 of the Sarbanes-Oxley
Act of 2002.
The following documents are filed as exhibits to this report:
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10
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.1*
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Form of Performance-Based Restricted Stock Unit Award Letter
under the Zimmer Holdings, Inc. 2006 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K dated February 16,
2009)
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31
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.1
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Certification pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934 of the Chief Executive Officer,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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31
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.2
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Certification pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934 of the Chief Financial Officer,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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32
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Certifications pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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* |
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Indicates management contract or compensatory plan or arrangement |
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ZIMMER HOLDINGS, INC.
(Registrant)
James T. Crines
Executive Vice President, Finance and
Chief Financial Officer
Date: May 6, 2009
Derek M. Davis
Vice President, Finance and Corporate
Controller and Chief Accounting Officer
Date: May 6, 2009
28